15.12 SOLE AND ENTIRE AGREEMENT:

 (a) ENTIRE AGREEMENT; AMENDMENTS: This Agreement and the other
 Transaction Documents are the sole and entire agreement
 between Lessor and Lessee in relation to the leasing of the
 Aircraft, and supersede all previous agreements in relation to
 that leasing. Any amendments hereto shall be made in writing
 and signed on behalf of Lessor and Lessee; and

 (b) TRUE LEASE: The parties intend and agree that this Agreement:

 (i) constitutes a "true lease" and not a "security interest"
 as defined in Section 1-201(37) of the UCC; and

 (ii) confers only a leasehold interest on Lessee in and to
 the Aircraft on and subject to the terms of this
 Agreement, and no ownership or

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 other interest with respect to the Aircraft is provided
 to Lessee under this Agreement.

 Lessee shall not file any tax return that is inconsistent with
 the provisions of this Clause 15.12(b).

 15.13 INDEMNITIES:

 All rights expressed to be granted to each Indemnitee under this
 Agreement (other than Lessor and Beneficiary) are given to Lessor on
 behalf of that Indemnitee.

 15.14 COUNTERPARTS:

 This Agreement may be executed in counterparts each fully-executed
 set of which will constitute one and the same document.

 15.15 LANGUAGE:

 All notices to be given under this Agreement will be in English. All
 documents delivered to Lessor pursuant to this Agreement will be in
 English, or if not in English, will be accompanied by a certified
 English translation. If there is any inconsistency between the
 English version of this Agreement and any version in any other
 language, the English version will prevail.